UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 25, 2005 BIOPHAN TECHNOLOGIES, INC. -------------------------------------------- (Exact name of registrant as specified in its charter) NEVADA 0-26057 82-0507874 ---------------------------- ----------- ------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 150 LUCIUS GORDON DRIVE, SUITE 215 WEST HENRIETTA, NEW YORK 14586 --------------------------------------- --------- (Address of principal executive offices) (Zip code) (585) 214-2441 ------------------------------- (Registrant's telephone number) -2- Item 7.01. Regulation FD Disclosure In a press release dated February 25, 2005, the Company announced that it has completed its acquisition of AMRIS GmbH, a leading German-based developer of MRI-safe and image-compatible technology solutions and biomedical devices. See attached Exhibit 99.1 for the complete text of the press release. -3- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BIOPHAN TECHNOLOGIES, INC. -------------------------- (Registrant) Date 2/25/05 /S/ Robert J. Wood -------------------------- (Signature) Robert J. Wood CFO, Treasurer (Principal Financial Officer)